Shareholders info
COMPANY CONSTITUTION
Adelaide Produce Markets Limited (APML) is a public Company limited by shares. The primary business of the Company is and will be the operation of a Market in the Adelaide metropolitan area in which Growers, Wholesalers and Retailers may conduct their respective businesses.
SHARE TRADING
As an unlisted public company, APML shares are not traded on the Australian Stock Exchange or any other share trading exchange system. To assist buyers and sellers with buying and selling Company shares, a register, known as the Share Transfer Introduction Register (STIR) has been established to facilitate these enquiries.
The Share Transfer Introduction Register provides a facility whereby parties who wish to buy or sell shares can contact each other. It will be up to the parties concerned to negotiate the price and progress of any sale.
If you are interested in buying or selling shares in APML and would like to be included as a Buyer or Seller on the Buyers & Sellers Register, download and complete either of the following:
SELLERS AUTHORISATION FORM or BUYERS AUTHORISATION FORM.
In accordance with the Company Constitution, a purchaser must be a Grower, Wholesaler or Retailer and a copy of the STANDARD TRANSFER FORM must be completed and sent to APML, so that the change of ownership can be recorded.
Instructions for transferring shares
STEP 1 – UNDERSTANDING THE LIMITS ON THE TRANSFER OF SHARES
The Company’s constitution imposes limits on the number of shares in the Company that any person, or group of associated persons, may hold.
The Company has produced an explanatory memorandum to provide members and prospective members with information on how the Company’s Board interprets and applies the shareholding limit provisions of the constitution. That explanatory memorandum may be viewed by following this link.
An application to transfer shares in the Company will only be considered by the Board if it is accompanied by an undertaking by the Buyer (also described as the Transferee), together with relevant Statutory Declarations (as set out in the explanatory memorandum) which may be found by following this link.
Any completed application to transfer shares approved by the Board is subject to a 14 day member response period. During that time, members may make submissions to the Board regarding the interaction between the shareholding limit provisions and that proposed transfer of shares.
The following flow chart illustrates the share transfer application and approval process
Instructions for transferring Shares Chart
Step 2 – COMPLETION OF SHARE TRANSFER FORM
The following sections of the transfer form must be completed in full (refer to sample form available by following this link for classified shares or this link for unclassified shares):
Number of Shares The actual number of shares in the Company being transferred (the “Transfer Shares”).
Class of Shares The class of the Transfer Shares (that is, Grower Shares, Wholesaler Shares, Retailer Shares or Unclassified Shares).
Note: In accordance with the Company’s constitution, shares classified as Grower Shares, Wholesaler Shares or Retailer Shares may only be issued or transferred as classified shares to an Eligible Person (namely a Grower, Wholesaler and/or Retailer). If there is more than one Buyer of classified shares, each Buyer must be an Eligible Person. The Company’s constitution defines a Grower, Wholesaler and Retailer as follows:
“Grower” means either:
(a) a person who carries on a business of a farmer or the grower of fruit, vegetables, flowers or other horticultural products on a land area of not less than ½ hectare in South Australia and who is carrying on a “primary production business” as defined in the Income Tax Assessment Act 1997 (Cth); or
(b) a co-operative, a majority of the members of which are Growers as defined in paragraph (a) above.
“Wholesaler” means a person who carries on a business of the wholesale sale of fruit, vegetables, flowers or other horticultural products from lock-up premises from the market operated by the Company at Pooraka, South Australia.
“Retailer” means a person who carries on a business of a retailer of fruit, vegetables, flowers or other horticultural products in South Australia.
Name of Seller These details must match those on the Seller’s share certificate. All names must be stated.
Consideration This is the amount (monetary or otherwise) paid by the Buyer for the Transfer Shares. If the Transfer Shares are being transferred for no consideration, the reason for the transfer must be provided (eg. dissolution of partnership, transferring to beneficial owners, divorce, etc).
Date of transfer The date the share transfer form has been signed by both the Seller and the Buyer.
Name of Buyer Full names must be provided. Note: up to 3 persons can be registered as joint holders.
The Buyer cannot purchase the Transfer Shares if before the purchase the Buyer has less than 15% of the Shares on issue and immediately after the purchase of the Transfer Shares, any person, together with the person’s associates, would be entitled to more than 15% of the Shares on issue.
Declaration The Buyer must declare whether the Buyer is a Grower, Wholesaler and/or Retailer. This can be done by the Buyer placing an “x” in one or more of the boxes provided. The Buyer, or if more than one, all Buyers must sign the declaration in addition to the signature(s) required at the foot of the transfer form. This declaration is a statutory declaration made pursuant to the Oaths Act 1936 and the Act provides penalties for false declarations. The signature of the Buyer(s) must be witnessed by an authorised witness which includes a Justice of the Peace, Solicitor, Proclaimed Manager or Proclaimed member of the Police Force.
Classification The Buyer must indicate the class or classes in which the Transfer Shares are to be classified. Shares can only be classified in a class in which the Buyer is eligible. For example, Transfer Shares purchased by a Grower can only be classified as Grower Shares. If the Buyer is both a Grower and a Wholesaler, the Buyer may nominate some of the Transfer Shares to be classified as Grower Shares and the balance of the Transfer Shares to be classified as Wholesaler Shares.
Buyer’s address Only one address can be nominated. The most appropriate postal address should be provided, as this is where all correspondence will be forwarded.
Seller’s signature All those named on the Seller’s share certificate must sign the transfer form.
Buyer’s signature All those named as Buyers must sign the transfer form.
STEP 3 – STAMP TRANSFER FORM
Once the transfer form is completed and signed by the Buyer and the Seller, either party (usually the Buyer) must lodge the transfer form with Revenue SA for the assessment of stamp duty. Do not send the Seller’s share certificate to Revenue SA. Revenue SA’s details are as follows:
Revenue SA Revenue SA Telephone : (08) 8226 3750
State Administration Centre GPO Box 1353 Fax : (08) 8226 3734
200 Victoria Square Adelaide SA 5001
Adelaide SA 5000
As at 1 June 2005, the amount of stamp duty to be paid is based on the higher of the consideration or the value of the Transfer Shares at the rate of 60 cents per $100 or part thereof.
If you have any enquiries regarding stamp duty, you should contact Revenue SA or your legal or financial adviser.
Once the transfer form has been assessed and any stamp duty paid, Revenue SA will return the stamped transfer form to you.
STEP 4 – SUBMIT DOCUMENTS TO THE COMPANY
The following documents must be sent to the Company following completion of step 3:
- the relevant executed share transfer undertaking;
- the relevant share transfer statutory declarations;
- the stamped share transfer form; and
- the Seller’s Share Certificate for the Transfer Shares (Buyer must obtain this from the Seller).
STEP 5 – COMPANY REVIEWS SUBMITTED DOCUMENTS
Subject to the Company’s constitution and the procedures set out in Step 1, the Board will consider the documents supplied to it by the Buyer. If the Board is satisfied that all of its requirements have been met and that the shareholding limit provisions will not be breached, the Board will authorise the Secretary to notify the Company’s members of the proposed transfer of shares. The Board will also authorise its officers to register the transfer of the shares if, after the 14 day notice to members, either no submissions have been received, or if any submissions have been received, they do not reasonably indicate that the shareholding limit provisions would be breached.
STEP 6 –DECISION ON THE APPLICATION
Provided that there is no reason to believe that the shareholding limit provisions would be breached, within 7 days after the end of the 14 day notice period, the share transfer form will be registered by the Company and a new Share Certificate will be issued to the Buyer for the Transfer Shares (Step 6a). If part only of the Seller’s total shareholding is being sold, the Company will issue a Share Certificate to the Buyer for the Transfer Shares and will issue a new Share Certificate to the Seller for the balance of Shares retained by the Seller.
If submissions regarding the shareholding limit provisions are received which indicate the shareholding limit provisions may be breached, the Board will assess the submissions and take such action as it deems necessary, which may include a refusal to register the share transfer (Step 6b). The transferee will be informed of any such refusal to register a share transfer application.
Share Reclassification
The Board has, in accordance with the Constitution, determined that any member wishing to reclassify shares must submit the documents available by clicking here before any such reclassification can become effective. The Board will review such submitted documents and will not reclassify any shares unless it is satisfied that the reclassification will not bring about a breach of the provisions of the Constitution.
FURTHER INFORMATION ON SHARES:
CEO - Angelo Demasi
Finance Manager - Bob Mitchard
Adelaide Produce Markets Limited
P: + 61 8 8349 4493
F: + 61 8 8349 6574
E: (JavaScript must be enabled to view this email address)
